- Diluted earnings per common share were $0.04 for the quarter ended December 31, 2013 compared to $0.20 for the linked-quarter ended September 30, 2013 and the prior year quarter ended December 31, 2012

OLYMPIA, Wash., Jan. 29, 2014 /PRNewswire/ -- HERITAGE FINANCIAL CORPORATION (NASDAQ GS: HFWA) Brian L. Vance, President and CEO of Heritage Financial Corporation ("Company" or "Heritage"), today reported that the Company had net income of $710,000 for the quarter ended December 31, 2013 compared to net income of $3.0 million for the quarter ended December 31, 2012 and $3.3 million for the linked-quarter ended September 30, 2013. Net income for the quarter ended December 31, 2013 was $0.04 per diluted common share compared to $0.20 per diluted common share for the quarter ended December 31, 2012 and for the linked-quarter ended September 30, 2013.

Net income for the year ended December 31, 2013 was $9.6 million, or $0.61 per diluted common share, compared to $13.3 million, or $0.87 per diluted common share, for the year ended December 31, 2012.

Mr. Vance commented, "2013 was a transitional year for the company. In addition to completing two acquisitions, we also completed the merger of our Central Valley Bank subsidiary into Heritage Bank and we signed a definitive agreement with Washington Banking Company to enter into a strategic alliance that will extend the reach of Heritage Bank from the Canadian border south to Portland, Oregon. During the fourth quarter we reduced our branches from 42 to 35 and we reduced full-time equivalent employees from 415 to 373." Mr. Vance continued, "The costs associated with these initiatives negatively impacted our fourth quarter after-tax earnings by approximately $2.4 million, or $0.15 per share. However, we expect these initiatives to have a significant positive impact on our future operating results."

Acquisition of Northwest Commercial Bank

On January 9, 2013, the Company acquired Northwest Commercial Bank ("NCB") and merged it into Heritage Bank (the "NCB Acquisition"). NCB was a full service commercial bank with branches in Lakewood and Auburn, Washington. In March 2013, the Company consolidated the operations of the former NCB Lakewood branch with the Lakewood branch of Heritage Bank.

The Company paid cash consideration of $3.0 million, or $5.50 per share, to the NCB shareholders. Additionally, as provided for in the merger agreement, NCB shareholders had the ability to potentially receive an additional cash payment based on an earn-out structure from the sale of an "other real estate owned" asset of NCB. This contingent payment was included in the NCB liabilities assumed as of the January 9, 2013 acquisition date. During the quarter ended June 30, 2013 this asset was sold and the $491,000 in proceeds from the sale was paid to the former NCB shareholders during the quarter ended September 30, 2013. This payment did not impact the recorded bargain purchase gain on bank acquisition of $399,000.

In connection with the NCB Acquisition, the Company received (at fair value) approximately $51.5 million in loans, $2.7 million of cash and cash equivalents, $2.8 million in investment securities, $2.9 million in net deferred tax assets, $2.3 million in other real estate owned, $1.0 million of other interest earning deposits and $1.9 million in other assets. The Company also assumed deposits with a fair value of approximately $60.4 million and $1.2 million of other liabilities. The application of the acquisition method of accounting resulted in the recognition of a pre-tax bargain purchase gain on bank acquisition of $399,000. The bargain purchase gain on bank acquisition represents the excess of the estimated fair value of the net assets acquired and the liabilities assumed over the purchase price.

Central Valley Bank Merger

On June 19, 2013, the Company completed the merger of its subsidiary, Central Valley Bank ("CVB"), with and into Heritage Bank (the "CVB Merger"). CVB is now operated as a division of Heritage Bank.

Acquisition of Valley Community Bancshares

On July 15, 2013, the Company completed the acquisition of Valley Community Bancshares, Inc. ("Valley"), the holding company for Valley Bank, both of Puyallup, Washington (the "Valley Acquisition"). Pursuant to the terms of the merger agreement, Valley shareholders received for each share of Valley common stock $19.50 in cash and 1.3611 shares of Heritage common stock. As of the acquisition date, Valley merged into Heritage and Valley Bank merged into Heritage Bank.

In connection with the Valley Acquisition, the Company received (at fair value) approximately $117.1 million in loans, $40.6 million of cash and cash equivalents, $13.9 million of other interest earning deposits, $54.4 million in investment securities, $6.6 million in premises and equipment, $916,000 in core deposit intangible and $3.9 million in other assets. The Company also assumed deposits with a fair value of approximately $207.0 million and $342,000 of other liabilities. The application of the acquisition method of accounting resulted in the recognition of goodwill of $16.4 million. The goodwill represents the excess of the consideration transferred over the estimated fair value of the net assets acquired and the liabilities assumed.

Proposed Merger with Washington Banking Company

On October 23, 2013, the Company and Washington Banking Company ("Washington Banking") jointly announced the signing of a definitive agreement under which Heritage and Washington Banking will enter into a strategic merger to create one banking franchise. Washington Banking branches will adopt the Heritage Bank name in all markets, with the exception of six branches in Whidbey Island markets which will continue to operate using the Whidbey Island Bank name. The corporate headquarters of the combined company will be in Olympia, Washington.

Under the terms of the merger agreement, Washington Banking shareholders will receive 0.89000 shares of Heritage common stock and $2.75 in cash for each share of Washington Banking common stock. Upon consummation, the shareholders of Washington Banking will own approximately 46% of the combined company and the shareholders of Heritage will own approximately 54%.

Balance Sheet

The Company's total assets decreased slightly to $1.66 billion at December 31, 2013 from $1.67 billion at September 30, 2013.

Total originated loans receivable increased $15.4 million, or 1.6%, to $977.3 million at December 31, 2013 from $961.9 million at September 30, 2013. The increase from the prior period was due primarily to increases in owner-occupied commercial real estate loans ($13.9 million), non-owner occupied commercial real estate loans ($7.1 million) and construction loans relating to five or more family residential and commercial properties ($6.5 million) partially offset by a decrease of $9.8 million in commercial and industrial loans. The decrease in commercial and industrial loans was primarily due to a seasonal decline of $10.5 million in agricultural loans. Total originated loans receivable increased year-over-year by $102.8 million, or 11.8%, from $874.5 million at December 31, 2012.

Total deposits decreased $26.8 million, or 1.9%, to $1.40 billion at December 31, 2013 from $1.43 billion at September 30, 2013. Non-maturity deposits to total deposits were 77.9% at December 31, 2013 compared to 77.6% at September 30, 2013. In addition, noninterest demand deposits to total deposits were 25.0% at December 31, 2013 compared to 25.4% at September 30, 2013.

Total stockholders' equity decreased to $215.8 million at December 31, 2013 from $216.6 million at September 30, 2013. The decrease during the three months ended December 31, 2013 was primarily due to cash dividends of $1.3 million and an increase of $480,000 in accumulated other comprehensive loss, net, partially offset by $710,000 in net income and $229,000 in stock-based compensation. The Company's ratio of tangible common equity to tangible assets was increased slightly to 11.4% at December 31, 2013 compared to 11.3% at September 30, 2013. The Company and Heritage Bank continue to maintain capital levels significantly in excess of the applicable regulatory requirements for them to be categorized as "well-capitalized". The Company had Tier 1 leverage, Tier 1 risk-based and total risk-based capital ratios at December 31, 2013 of 11.3%, 15.5% and 16.8%, respectively, compared to 11.6%, 15.5%, and 16.7%, at September 30, 2013, respectively.

Credit Quality

The allowance for loan losses on originated loans decreased $204,000, or 1.2%, to $17.2 million at December 31, 2013 from $17.4 million at September 30, 2013 as a result of $104,000 in net charge-offs recognized during the quarter ended December 31, 2013 and a provision for loan losses of $(100,000). Nonperforming originated loans to total originated loans decreased to 0.53% at December 31, 2013 from 0.81% at September 30, 2013. Nonaccrual originated loans decreased $2.8 million to $6.9 million ($5.2 million net of government agency guarantees) at December 31, 2013 from $9.8 million ($7.9 million net of government agency guarantees) at September 30, 2013. The decrease in nonaccrual originated loans was due to a $2.4 million loan restored to accrual status, $1.5 million of net principal reductions, $225,000 in transfers to other real estate owned and $58,000 of charge-offs partially offset by an addition of $1.4 million in loans to nonaccrual originated loans.

The allowance for loan losses to nonperforming originated loans was 329.40% at December 31, 2013 compared to 221.68% at September 30, 2013. Potential problem originated loans increased to $30.1 million at December 31, 2013 from $26.6 million at September 30, 2013 primarily as a result of a $3.3 million loan that was downgraded to special mention status during the quarter ended December 31, 2013. Restructured originated performing loans increased to $20.4 million at December 31, 2013 compared to $19.6 million at September 30, 2013. The Company believes that its allowance for loan losses is appropriate to provide for probable incurred losses based on an evaluation of known and inherent risks in the loan portfolio at December 31, 2013.

Nonperforming originated assets were $11.3 million ($9.6 million net of government agency guarantees), or 0.68% of total originated assets, at December 31, 2013, compared to $13.6 million ($11.7 million net of government agency guarantees), or 0.83% of total originated assets, at September 30, 2013. Other real estate owned increased $430,000, or 10.4%, to $4.6 million at December 31, 2013 ($182,000 covered by FDIC loss sharing agreements) from $4.1 million at September 30, 2013 ($317,000 covered by FDIC loss sharing agreements). The increase was due primarily to the addition of five properties totaling $1.2 million partially offset by the disposition of five properties totaling $456,000 and valuation adjustments of $348,000.

Mr. Vance added, "We continue to see improvement in our overall credit metrics. Our non-performing originated assets have declined to just 0.68% of total originated assets and our allowance for loan losses remains at a healthy 1.76% of total loans or 329.4% of non-performing originated loans."

Operating Results

Net interest income increased $1.9 million, or 12.3%, to $17.6 million for the quarter ended December 31, 2013 compared to $15.7 million for the same period in 2012. Net interest income increased $3.1 million, or 4.8%, to $67.7 million for the year ended December 31, 2013 compared to $64.6 million for the same period in 2012. The increases in net interest income are due to increases in average interest earning assets (substantially attributable to the NCB Acquisition and the Valley Acquisition) partially offset by declines in the net interest margin (substantially due to lower contractual loan note rates).

Heritage's net interest margin for the quarter ended December 31, 2013 decreased 40 basis points to 4.58% from 4.98% for the same period in 2012 and decreased nine basis points from 4.67% in the linked-quarter ended September 30, 2013. The declines in net interest margin are due primarily to lower contractual loan note rates. Heritage's net interest margin for the year ended December 31, 2013 decreased 37 basis points to 4.80% from 5.17% for the same period in 2012.

The positive effect on the net interest margin of discount accretion on the acquired loan portfolios for the quarter ended December 31, 2013 was approximately 38 basis points compared to 48 basis points in the same quarter of the prior year and 38 basis points for the linked-quarter ended September 30, 2013. Interest reversals on nonaccrual originated loans reduced the net interest margin for the quarter ended December 31, 2013 by approximately four basis points compared to six basis points for the same quarter in the prior year and four basis points for the linked-quarter ended September 30, 2013.

The positive effect on the net interest margin of discount accretion on the acquired loan portfolios was 48 basis points for the year ended December 31, 2013 compared to 50 basis points for the year ended December 31, 2012. Interest reversals on nonaccrual originated loans reduced the net interest margin for the year ended December 31, 2013 by five basis points compared to seven basis points for the prior year.

The provision for loan losses on originated loans was $(100,000) for the quarter ended December 31, 2013 compared to $280,000 for the quarter ended December 31, 2012 and $150,000 for the linked-quarter ended September 30, 2013. For the year ended December 31, 2013, the provision for loan losses on originated loans was $890,000 compared to $695,000 for the same period in the prior year.

The Company had net charge-offs on originated loans of $104,000 for the quarter ended December 31, 2013 compared to $1.7 million for the quarter ended December 31, 2012 and $615,000 for the linked-quarter ended September 30, 2013. For the year ended December 31, 2013, the Company had net charge-offs on originated loans of $2.9 million compared to $3.9 million for the prior year.

The provision for loan losses on purchased loans was $528,000 for the quarter ended December 31, 2013 compared to $419,000 for the same period in the prior year and $928,000 for the linked-quarter ended September 30, 2013. For the year ended December 31, 2013, the provision for loan losses on purchased loans was $2.8 million compared to $1.3 million for the prior year.

As of the acquisition dates, purchased loans were recorded at their estimated fair values, incorporating our estimate of future expected cash flows until the ultimate resolution of these credits. To the extent actual or projected cash flows are less than previously estimated, additional provisions for loan losses on the purchased loan portfolios are recognized immediately into earnings. To the extent actual or projected cash flows are more than previously estimated, the increase in cash flows is recognized immediately as a recapture of provision for loan losses up to the amount of any provision previously recognized for that pool of loans, if any, then prospectively recognized in interest income as a yield adjustment.

Cash flows on pools of acquired loans are re-estimated on a quarterly basis. As reflected in the table below, incremental accretion income was $1.46 million for the quarter ended December 31, 2013 compared to $1.45 million for the linked-quarter ended September 30, 2013. For the year ended December 31, 2013, incremental accretion income was $6.7 million compared to $6.3 million for the same period in the prior year.

For the quarter ended December 31, 2013, the Company recognized $155,000 of change in the FDIC indemnification asset compared to $(350,000) and $(346,000) for the quarters ended September 30, 2013 and December 31, 2012, respectively. The increase for the quarter ended December 31, 2013 as compared to the quarter ended September 30, 2013 was primarily due to a collateral valuation adjustment of a large purchased covered loan during the quarter ended December 31, 2013 which resulted in an addition to the FDIC indemnification asset.

The following table illustrates the significant accounting entries associated with the Company's acquired loan portfolios:

Three Months Ended

Year Ended

December 31, 2013

September 30, 2013

December 31, 2012

December 31, 2013

December 31, 2012

(in thousands)

Incremental accretion income over stated note rate(1)

$ 1,464

$ 1,447

$ 1,522

$ 6,706

$ 6,280

Change in FDIC indemnification asset

155

(350)

(346)

(181)

(1,033)

Provision for loan losses

(528)

(928)

(419)

(2,782)

(1,321)

Pre-tax earnings impact

$ 1,091

$ 169

$ 757

$ 3,743

$ 3,926

(1)

The incremental accretion income represents the amount of income recorded on the acquired loans above the contractual stated interest rate in the individual loan notes. This income is a result of the discount established at the time these loan portfolios were acquired and modified as a result of quarterly cash flow re-estimation.

Donald J. Hinson, Executive Vice President and Chief Financial Officer, commented, "Our net interest margin was a very respectable 4.58% for the fourth quarter of 2013. However, the net interest margin continues to experience compression due to the current low rate environment. The net interest margin before incremental accretion income decreased nine basis points to 4.20% for the quarter ended December 31, 2013 compared to 4.29% for the linked-quarter ended September 30, 2013. This decrease was driven primarily by lower contractual yields on the loan portfolio. Loan yields before incremental accretion income decreased eight basis points to 5.27% for the quarter ended December 31, 2013 compared to 5.35% for the linked-quarter ended September 30, 2013. This compression is expected to continue in the short-term as the average rates on new loans are lower than the current average yield of the loan portfolio."

Noninterest income was $2.4 million for the quarter ended December 31, 2013 compared to $1.8 million for the same period in 2012 and $2.6 million for the linked-quarter ended September 30, 2013. The $656,000, or 37.0%, increase in the quarter ended December 31, 2013 from the same period in the prior year was primarily due to an increase of $501,000 in the change in FDIC indemnification asset and an increase of $143,000 in service charges and other fees.

For the year ended December 31, 2013, noninterest income was $9.7 million compared to $7.3 million for the year ended December 31, 2012. The $2.4 million, or 32.7%, increase was primarily due to a $596,000 gain on the sale of a branch building (included in "other income"), a $399,000 pre-tax bargain purchase gain on bank acquisition recognized during the first quarter of 2013 on the NCB Acquisition, an increase of $420,000 in service charges and other fees and an $852,000 improvement to income from the change in FDIC indemnification asset.

Noninterest expense was $18.5 million for the quarter ended December 31, 2013 compared to $12.4 million for the quarter ended December 31, 2012 and $14.3 million for the linked-quarter ended September 30, 2013. Noninterest expense increased $9.1 million, or 18.1%, to $59.5 million for the year ended December 31, 2013 from $50.4 million for the year ended December 31, 2012.

Current year initiatives had a significant impact on noninterest expense during 2013. In addition to the ongoing expenses associated with the addition of branches and personnel from the NCB Acquisition and the Valley Acquisition, there were expenses associated with implementation of these and other initiatives embarked upon during 2013. The following tables illustrate the expenses related to implementing these initiatives. The amounts reported represent identifiable costs paid to third party providers as well as any retention bonuses or severance payments made in conjunction with these initiatives. The amounts do not include costs of additional staffing required to be maintained in order to complete the initiatives. The first table reports these expenses by initiative and the second table reports these expenses by expense category.

Three Months Ended

Year Ended

December 31, 2013

September 30, 2013

December 31, 2012

December 31, 2013

December 31, 2012

Initiative

(in thousands)

NCB Acquisition

$ 8

$ 5

$ 446

$ 794

$ 616

CVB Merger

89

1

-

220

-

Valley Acquisition

1,532

232

-

2,118

-

Core system conversion

703

60

-

842

-

Consolidation of existing branches

215

23

-

238

-

Proposed Washington Banking Merger

657

234

-

890

-

Total Expense

$ 3,204

$ 555

$ 446

$ 5,102

$ 616

Three Months Ended

Year Ended

December 31, 2013

September 30, 2013

December 31, 2012

December 31, 2013

December 31, 2012

Expense Category

(in thousands)

Compensation and employee benefits

$ 310

$ 66

$ -

$ 475

$ -

Occupancy and equipment

1,173

62

-

1,328

-

Data processing

771

4

-

1,291

-

Marketing

1

-

-

34

-

Professional services

921

412

446

1,876

610

Other expense

28

11

-

98

6

Total Expense

$ 3,204

$ 555

$ 446

$ 5,102

$ 616

The types of expenses associated with the significant expense categories in the table above are summarized as follows:

Data processing expense consisted of costs relating to the Company's core system conversion as well as conversions of Northwest Commercial Bank and Valley Bank.

Professional services expense related to fees paid to: (1) financial advisors for the NCB Acquisition, the Valley Acquisition and the proposed Washington Banking Merger, (2) attorney, accountant and consultant fees related to mergers and acquisitions, and (3) consultant fees relating to the core system conversion.

Jeffrey J. Deuel, President & Chief Operating Officer of Heritage Bank, commented "We are very proud of our team and their ability to successfully complete a core system conversion of Heritage Bank as well as the conversions of CVB and Valley in addition to effectively managing the balance of our 2013 efficiency initiatives."

Income tax expense was $432,000 for the quarter ended December 31, 2013 compared to $1.3 million for the comparable quarter in 2012 and $1.5 million for the linked-quarter ended September 30, 2013. The decrease in income tax expense for the quarter ended December 31, 2013 from the prior periods was primarily due to the decrease in pre-tax income. The effective tax rate was 37.8% for quarter ended December 31, 2013 compared to 30.6% for the comparable quarter in 2012 and 31.5% for the linked-quarter ended September 30, 2013. The increase in the effective tax rate was due primarily to non-deductible expenses relating to the proposed Washington Banking merger.

Dividend

On January 29, 2014, the Company's Board of Directors declared a quarterly cash dividend of $0.08 per common share payable on February 24, 2014 to shareholders of record on February 10, 2014.

Earnings Conference Call

The Company will hold a telephone conference call to discuss this earnings release on January 30, 2014 at 11:00 a.m. Pacific time. To access the call, please dial (800) 230-1093 a few minutes prior to 11:00 a.m., Pacific time. The call will be available for replay through February 13, 2014, by dialing (800) 475-6701 -- access code 315328.

About Heritage Financial

Heritage Financial Corporation is an Olympia-based bank holding company with Heritage Bank, a full-service commercial bank, as its wholly-owned banking subsidiary. Following the opening of a new branch in Vancouver, Washington, on January 13, 2014, Heritage Bank now has thirty-six banking offices in Washington and Oregon. Heritage Bank does business under the Central Valley Bank name in the Yakima and Kittitas counties of Washington. The Company's stock is traded on the NASDAQ Global Select Market under the symbol "HFWA". More information about Heritage Financial Corporation can be found on its website at www.hf-wa.com and more information about Heritage Bank can be found on its website at www.heritagebanknw.com.

Non-GAAP Financial Measures

This news release contains certain non-GAAP financial measures in addition to results presented in accordance with Generally Accepted Accounting Principles (GAAP). These measures include tangible common equity, tangible book value per share and tangible common equity to tangible assets. Tangible common equity (tangible book value) excludes goodwill and other intangible assets. Tangible assets exclude goodwill and other intangible assets. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in the Company's capital reflected in the current quarter and year-to-date results. Where applicable, the Company has also presented comparable capital information using GAAP financial measures. Reconciliations of the GAAP and non-GAAP financial measures are presented below.

December 31, 2013

September 30, 2013

December 31, 2012

(in thousands)

Stockholders' equity

$ 215,762

$ 216,595

$ 198,938

Less: goodwill and other

intangible assets

30,980

31,137

14,098

Tangible common equity

$ 184,782

$ 185,458

$ 184,840

Total assets

$ 1,658,038

$ 1,674,417

$ 1,345,540

Less: goodwill and other

intangible assets

30,980

31,137

14,098

Tangible assets

$ 1,627,058

$ 1,643,280

$ 1,331,442

Forward-Looking Statements

"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements that are subject to risks and uncertainties, including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Board of Governors of the Federal Reserve System and of our bank subsidiary by the Federal Deposit Insurance Corporation, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements and restrictions on us, any of which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other rules including changes related to Basel III; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing of regulations; our ability to control operating costs and expenses; the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to implement our expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired including the Cowlitz Bank, Pierce Commercial Bank, Northwest Commercial Bank and Valley Community Bancshares transactions, or may in the future acquire into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; risks relating to acquiring assets or entering markets in which we have not previously operated and may not be familiar; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and other risks detailed from time to time in our filings with the Securities and Exchange Commission.

The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company's operating and stock price performance.

Additional Information

Heritage has filed a registration statement on Form S-4 with the SEC in connection with the proposed transaction with Washington Banking. The registration statement includes a joint proxy statement of Heritage and Washington Banking that also constitutes a prospectus of Heritage, which will be sent to the shareholders of Heritage and Washington Banking. Shareholders are advised to read the joint proxy statement/prospectus because it contains important information about Heritage, Washington Banking and the proposed transaction. This document and other documents relating to the merger filed by Heritage and Washington Banking can be obtained free of charge from the SEC's website at www.sec.gov. These documents also can be obtained free of charge by accessing Heritage's website at http://www.hf-wa.com/docs.aspx?iid=1024198 or by accessing Washington Banking's website at http://investor.washingtonbanking.info/docs.aspx?iid=1025104. Alternatively, these documents, can be obtained free of charge from Heritage upon written request to Heritage Financial Corporation, Secretary, 201 Fifth Avenue S.W., Olympia, WA 98501 or by calling (360) 943-1500, or from Washington Banking, upon written request to Washington Banking Company, Secretary, 450 SW Bayshore Drive, Oak Harbor, Washington 98277 or by calling (360) 240-6458.

Participants in this Transaction

Heritage, Washington Banking and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about these participants may be found in the definitive proxy statement of Heritage relating to its 2013 Annual Meeting of Shareholders filed with the SEC by Heritage on March 19, 2013 and the definitive proxy statement of Washington Banking relating to its 2013 Annual Meeting of Shareholders filed with the SEC on March 26, 2013. These definitive proxy statements can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants will also be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.

$2.5 million, $5.1 million and $8.6 million of originated nonaccrual loans were considered troubled debt restructurings at December 31, 2013, September 30, 2013 and December 31, 2012, respectively.

(2)

$1.7 million, $1.9 million and $1.2 million of originated nonaccrual loans were guaranteed by government agencies at December 31, 2013, September 30, 2013 and December 31, 2012, respectively.

(3)

$1.2 million, $1.0 million and $679,000 of originated restructured performing loans were guaranteed by government agencies at December 31, 2013, September 30, 2013 and December 31, 2012, respectively.

(4)

There were no accruing originated loans past due 90 days or more that were guaranteed by government agencies at December 31, 2013, September 30, 2013 and December 31, 2012.

(5)

Potential problem loans are those loans that are currently accruing interest and are not considered impaired, but which are being monitored because the financial information of the borrower causes concern as to their ability to comply with their loan repayment terms. $1.8million, $1.7 million and $3.2 million of originated potential problem loans were guaranteed by government agencies at December 31, 2013, September 30, 2013 and December 31, 2012, respectively.

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"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.

"We're focused on how to get some of the attributes that you would expect from an Amazon, Azure, Google, and doing that on-prem. We believe today that you can actually get those types of things done with certain architectures available in the market today," explained Steve Conner, VP of Sales at Cloudistics, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.

"Space Monkey by Vivent Smart Home is a product that is a distributed cloud-based edge storage network. Vivent Smart Home, our parent company, is a smart home provider that places a lot of hard drives across homes in North America," explained JT Olds, Director of Engineering, and Brandon Crowfeather, Product Manager, at Vivint Smart Home, in this SYS-CON.tv interview at @ThingsExpo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.

It is of utmost importance for the future success of WebRTC to ensure that interoperability is operational between web browsers and any WebRTC-compliant client. To be guaranteed as operational and effective, interoperability must be tested extensively by establishing WebRTC data and media connections between different web browsers running on different devices and operating systems.
In his session at WebRTC Summit at @ThingsExpo, Dr. Alex Gouaillard, CEO and Founder of CoSMo Software, presented ...

Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder.
Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...

"There's plenty of bandwidth out there but it's never in the right place. So what Cedexis does is uses data to work out the best pathways to get data from the origin to the person who wants to get it," explained Simon Jones, Evangelist and Head of Marketing at Cedexis, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.

WebRTC is great technology to build your own communication tools. It will be even more exciting experience it with advanced devices, such as a 360 Camera, 360 microphone, and a depth sensor camera. In his session at @ThingsExpo, Masashi Ganeko, a manager at INFOCOM Corporation, introduced two experimental projects from his team and what they learned from them. "Shotoku Tamago" uses the robot audition software HARK to track speakers in 360 video of a remote party. "Virtual Teleport" uses a multip...

"We work around really protecting the confidentiality of information, and by doing so we've developed implementations of encryption through a patented process that is known as superencipherment," explained Richard Blech, CEO of Secure Channels Inc., in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.

High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available.
In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, discussed how by using ne...

The question before companies today is not whether to become intelligent, it’s a question of how and how fast. The key is to adopt and deploy an intelligent application strategy while simultaneously preparing to scale that intelligence. In her session at 21st Cloud Expo, Sangeeta Chakraborty, Chief Customer Officer at Ayasdi, provided a tactical framework to become a truly intelligent enterprise, including how to identify the right applications for AI, how to build a Center of Excellence to oper...

"IBM is really all in on blockchain. We take a look at sort of the history of blockchain ledger technologies. It started out with bitcoin, Ethereum, and IBM evaluated these particular blockchain technologies and found they were anonymous and permissionless and that many companies were looking for permissioned blockchain," stated René Bostic, Technical VP of the IBM Cloud Unit in North America, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Conventi...

identify the sources of event storms and performance anomalies will require automated, real-time root-cause analysis.
I think Enterprise Management Associates said it well:
“The data and metrics collected at instrumentation points across the application ecosystem are essential to performance monitoring and root cause analysis.
However, analytics capable of transforming data and metrics into an ...

One problem that all developers and companies struggle with is trying to decide if they should "build it" or "buy it". Software developers love to build things. That is what we do! Their natural reaction tends to lean towards building things. We are also always up for a new challenge.
There are very good reasons for building or buying software. There are also good reasons to use open source proje...

In his session at 21st Cloud Expo, Carl J. Levine, Senior Technical Evangelist for NS1, will objectively discuss how DNS is used to solve Digital Transformation challenges in large SaaS applications, CDNs, AdTech platforms, and other demanding use cases. Carl J. Levine is the Senior Technical Evangelist for NS1. A veteran of the Internet Infrastructure space, he has over a decade of experience wit...

These days, no matter what task you’re trying to accomplish within your online properties, chances are there’s at least one cloud solution that provides it. However, with so much of our personal and business data living now online, there’s perhaps no functionality more important than cloud security. With cyber attacks more prevalent than ever, it’s imperative that organizations – regardless of the...

DevOps teams have more on their plate than ever. As infrastructure needs grow, so does the time required to ensure that everything's running smoothly. This makes automation crucial - especially in the server and network monitoring world. Server monitoring tools can save teams time by automating server management and providing real-time performance updates.
As budgets reset for the New Year, there...

MongoDB, an open-source document store and most popular NoSQL database on the market today, offers a variety of advanced features to administer security over your MongoDB deployments. In this tutorial post, we’re going to show you how to set up role-based access control (RBAC) to manage user access across your MongoDB systems for reIndex, mongodump and mongorestore.
If you're the administrator of...

Special thanks to Brandon Kaier (@bkaier) for his research and thoughts on the Digital Twins concept.
Unilever, one of the Consumer Package Goods (CPG) industry’s titans with over 400 brands and annual sales greater than $60B, recently bought Dollar Shave Club for $1B. Now normally I would not think twice about such an acquisition, peanuts in the world of mergers and acquisitions.
However, t...

The benefits of automation are well documented; it increases productivity, cuts cost and minimizes errors. It eliminates repetitive manual tasks, freeing us up to be more innovative. By that logic, surely, we should automate everything possible, right? So, is attempting to automate everything a sensible - even feasible - goal? In a word: no.
Consider this your short guide as to what to automate a...

The rule of thumb for network security today is that there is no perimeter anymore. An outsider can easily become an insider once perimeter security is breached. Every day, attackers find new ways to breach enterprise perimeter security through ransomware, malware or phishing through social engineering.
This is not to suggest that all is lost. Rather, organizations can defeat cybercriminals, in p...

Cavirin Systems has just announced C2, a SaaS offering designed to bring continuous security assessment and remediation to hybrid environments, containers, and data centers. Cavirin C2 is deployed within Amazon Web Services (AWS) and features a flexible licensing model for easy scalability and clear pay-as-you-go pricing.
Although native to AWS, it also supports assessment and remediation of virt...

Let's do a visualization exercise. Imagine it's December 31, 2018, and you're ringing in the New Year with your friends and family. You think back on everything that you accomplished in the last year: your company's revenue is through the roof thanks to the success of your product, and you were promoted to Lead Developer. 2019 is poised to be an even bigger year for your company because you have t...

Troubleshooting a problem on a remote server, especially in production, is not an easy task. Sometimes it involves debugging the application code directly on the server.
But the production servers are usually run in a strict environment, where not all convenient developer tools are available.
In this article, you'll discover how to configure a running web server and debug your application using ...

"Opsani helps the enterprise adopt containers, help them move their infrastructure into this modern world of DevOps, accelerate the delivery of new features into production, and really get them going on the container path," explained Ross Schibler, CEO of Opsani, and Peter Nickolov, CTO of Opsani, in this SYS-CON.tv interview at DevOps Summit at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the S...

From government to retail to oil and gas, it seems like everyone is exploring how to use AI in their industry or business. It’s time for you to do the same.
There’s no question that Artificial Intelligence (AI) is on a lot of people’s minds these days, and is beginning to grow rapidly in adoption. Quoting Accenture, Forbes reports AI-driven productivity gains of perhaps 40% by 2035, and publicati...

Developing mobile apps has never been an easy task. Creating a mobile app for iOS means owning strong programming skills about Objective-C or Swift and knowing their APIs. Android-based apps are not so different: you have to know Java and the Android Platform and its API.
The learning curve is not fast and it includes how to create nice and interactive user interfaces, connecting embedded feature...

It’s “time to move on from DevOps and continuous delivery.”
This was the provocative title of a recent article in ZDNet, in which Kelsey Hightower, staff developer advocate at Google Cloud Platform, suggested that “software shops should have put these concepts into action years ago.”
Reading articles like this or listening to talks at most DevOps conferences might make you think that we’re enter...

There is a war a-brewin’, but this war will be fought with wits and not brute strength. Ever since Russian President Vladimir Putin’s declaration that “the nation that leads in AI (Artificial Intelligence) will be the ruler of the world,” the press and analysts have created hysteria regarding the ramifications of artificial intelligence on everything from public education to unemployment to health...

The nature of test environments is inherently temporary—you set up an environment, run through an automated test suite, and then tear down the environment. If you can reduce the cycle time for this process down to hours or minutes, then you may be able to cut your test environment budgets considerably.
The impact of cloud adoption on test environments is a valuable advancement in both cost saving...

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Cloud computing budgets worldwide are reaching into the hundreds of billions of dollars, and no organization can survive long without some sort of cloud migration strategy. Each month brings new announcements, use cases, and success stories.